Non-disclosure agreement 22052 224994328 2008-07-11T10:52:09Z Michalgarbowski 6245049 Polish language {{citations missing|date=July 2007}} A '''non-disclosure agreement''' ('''NDA''') (often known outside of the United States as a '''confidentiality agreement'''; occasionally called a '''confidential disclosure agreement''' or '''CDA''', or '''secrecy agreement'''), is a [[law|legal]] [[contract]] between at least two [[party (law)|parties]] that outlines confidential materials or knowledge the parties wish to share with one another for certain purposes, but wish to restrict access to. It is a contract through which the parties agree not to disclose information covered by the agreement. An NDA creates a confidential relationship between the parties to protect any type of confidential and proprietary information or a [[trade secret]]. As such, an NDA protects non-public business information. NDAs are commonly signed when two [[company (law)|companies]] or [[individual]]s are considering doing business and need to understand the processes used in each others business for the purpose of evaluating the potential business relationship. NDAs can be "mutual", meaning both parties are restricted in their use of the materials provided, or they can restrict the use of material by a single party. It is also possible for an employee to sign an NDA or NDA-like agreement with an employer. In fact, some employment agreements will include a clause restricting employees use and dissemination of company-owned "confidential information." NDAs are used in the IT field, and are often given directly prior to taking a certification exam. In rare cases, the contract may state that the existence of the NDA itself cannot be disclosed. <ref> {{cite web |url=http://www.ipr-helpdesk.org/documentos/docsPublicacion/html_xml/8_ConfidentialityAgreements%5B0000000200_00%5D.html#N1024A |title= Confidentiality Agreements |accessdate=2007-12-11 |format= |work=IPR Helpdesk, section 13}} </ref> == Content == Some common issues addressed in an NDA include: * outlining the parties to the agreement; * the definition of what is confidential, i.e. the information to be held confidential. Modern NDAs will typically include a laundry-list of types of items which are covered, including unpublished [[patent application]]s, know-how, schema, [[finance|financial]] information, verbal representations, customer lists, vendor lists, business practices/strategies, etc; * the exclusions from what must be kept confidential. Typically, the restrictions on the disclosure or use of the confidential data will be invalid if ** the recipient had prior knowledge of the materials; ** the recipient gained subsequent knowledge of the materials from another source; ** the materials are generally available to the public; or ** the materials are subject to a [[subpoena]]. In any case, a subpoena would more likely than not override a contract of any sort; * provisions restricting the transfer of data in violation of [[national security]]; * the term (in years) of the confidentiality, i.e. the time period of confidentiality; * the term (in years) the agreement is binding; * permission to obtain [[injunction|ex-parte injunctive relief]]; * the obligations of the recipient regarding the confidential information, typically including some version of obligations: ** to use the information only for enumerated purposes; ** to disclose it only to persons with a need to know the information for those purposes; ** to use appropriate efforts (not less than reasonable efforts) to keep the information secure. Reasonable efforts is often defined as a standard of care relating to confidential information that is no less rigorous than that which the recipient uses to keep its own similar information secure; and ** to ensure that anyone to whom the information is disclosed further abides by obligations restricting use, restricting disclosure, and ensuring security at least as protective as the agreement; and * types of permissible disclosure - such as those required by [[law]] or [[court order]]. ==References== {{reflist}} ==See also== * [[Business broker]] * [[Form SF-312]] classified information NDA * [[Glossary of legal terms in technology]] * [[Invention Secrecy Act]] (United States, [[1951]]) * [[Non-compete agreement]] == External links == * [http://www.patent.gov.uk/patent/info/cda.pdf Confidentiality and Confidential Disclosure Agreements (CDA) booklet] edited by the [[UK Intellectual Property Office]] (''300 KB pdf file'') * [http://www.ipr-helpdesk.org/documentos/docsPublicacion/html_xml/8_ConfidentialityAgreements%5B0000000200_00%5D.html Confidentiality Agreements] in [[IPR-Helpdesk]], a web site sponsored by the [[European Commission]] * [http://www.microsoft.com/learning/mcpexams/policies/nda.mspx "Microsoft Certified Professional Exam Security Policy and Non-Disclosure Agreement"] [[Category:Intellectual property law]] [[Category:Legal documents]] [[Category:Employment law]] [[Category:Secrecy]] [[de:Geheimhaltungsvertrag]] [[es:NDA]] [[fr:Accord de non divulgation]] [[it:Accordo di non divulgazione]] [[nl:Geheimhoudingsverklaring]] [[ja:守秘義務]] [[pl:Umowa poufności]] [[pt:Acordo de não divulgação]] [[sv:Sekretessavtal]] [[ko:기밀유지 협약]]